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MD24 Telemedicine’s Term and Condition 
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THESE USER’S AND LICENSEE’S TERMS OF SERVICE (THE "AGREEMENT") ARE A LEGAL AGREEMENT BETWEEN MD24 HOUSE CALL INC (DBA "MD24 HOUSE CALL" OR “MD24”) AND YOU ("USER" OR “LICENSEE”). YOU SHOULD REVIEW THIS ENTIRE AGREEMENT BEFORE YOU DECIDE WHETHER TO ACCEPT THIS AGREEMENT AND CONTINUE WITH THE REGISTRATION PROCESS.
BY CLICKING "I AGREE TO THE TERMS AND CONDITION" BELOW AND CLICKING ON THE "COMPLETE SIGN UP" BUTTON YOU AGREE TO BE BOUND BY THIS AGREEMENT.
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<p> <b> 1.	Definitions </b> </p>
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1.1	"Authorized Users" means Licensee's employees and contractors with access to MD24 Simply Connect Software.<br>
1.2	"Effective Date" means the date on which MD24 executed this Agreement as set forth on the signature page.<br>
1.3	"Software" means MD24’s version of Simply Connect software for Android Samsung tablets and other available smart phones.<br>
1.4	“MD24 Simply Connect Widget” means partner software used to enhance the values of of MD24 Simply Connect Software. <br>
1.5	“Licensee(s)” means the partner(s) working with MD24House Call as either distributer such as home health agencies, hospice, etc. <br>
1.6	“User(s)” means the direct consumer utilizing the software and access the service providers, i.e. direct patients paying the monthly fee for software to access telemedicine clinician.
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<p> <b> 2.	License </b> </p>
Subject to the terms and conditions of this Agreement, MD24 grants to Licensee and User a nontransferable, nonexclusive limited right to confidential Simply Connect software access(es) at a small monthly fee. The MD24 will also provide Simply Connect software, installation and upgrades.  <br>
(a)	Licensee/User may not modify or alter the Simply Connect Software, MD24 Simply Connect Widget(s) or the MD24’s End User Agreement that accompanies the Simply Connect Software as provided by MD24 to Licensee. As a condition of the rights granted herein, each installation of the MD24 Simply Connect software will result in a MD24’s icon residing on the Smart Phone of each authorized user with future lock-down option.<br>
(b)	Any use of the Simply Connect Software licensed pursuant to this Agreement by the Licensee/User and/or its Authorized Users is subject to terms and conditions of the MD24 End User License.<br>
(c)	Licensee/User agrees not to modify, reverse engineer, reverse compile, or otherwise disassemble the Simply Connect Software. Licensee/User may not use, reproduce, sublicense, display, distribute or dispose of the Software, in whole or in part, other than as expressly permitted under this Agreement. Licensee/User agrees that it will not display or distribute any screen shots of the MD24 Simply Connect Software without MD24’s prior written consent.<br>
(d)	At its option, MD24 may authorize Licensee/User by notice to distribute to authorized users a newer version of the Simply Connect Software pursuant to the terms of this Agreement. In the event that MD24 makes a newer version available pursuant to the terms of this Agreement, upon written request from MD24, Licensee/User agrees that Licensee/User will stop distributing the older version within 5 business days after receiving MD24’s request. MD24 House Call will have no obligation to license new versions to Licensee/User under this Agreement, or to license new versions to Licensee/User at all.<br>
(e)	Licensee/User acknowledges that the Simply Connect Software is proprietary to MD24 and that MD24 retains all right, title, and interest in the Simply Connect Software, including without limitation all copyrights, patents, trademarks and other proprietary rights. Except as expressly set forth herein, no other rights or licenses are granted or to be implied.<br>
(f)	Licensee/User acknowledges that all video teleconference files will automatically be stored in the MD24 House Call’s server per then current HIPPA requirements. The visit records and the video files are available upon request with patient’s consent by law.

<p> <b> 3.	Termination </b> </p>
3.1 This Agreement will continue until terminated pursuant to this section 3. Either party may terminate this Agreement at any time by providing 30-day written notice to the other party. This Agreement will automatically terminate in the event that Licensee/User becomes insolvent, has a receiver appointed, makes an assignment for the benefit of creditors, or becomes the subject of any proceeding under any bankruptcy, insolvency, or debtor’s relief law. <br>
3.2	In the event of any termination of this Agreement, all Licensee/User’s rights granted herein shall immediately cease except as provided in this paragraph. Licensee/User will have 5 business days to remove the Simply Connect Software from its Smart Phone. Termination of this Agreement will also terminate all End User Licenses accepted by Licensee/User and/or Licensee's Authorized Users. No delay, omission or failure to exercise any right or remedy provided for in this Agreement shall be deemed a waiver thereof, nor shall it be deemed to be a waiver of any other or subsequent breach. The rights of the parties under this clause are in addition to any other rights and remedies provided by law or under this Agreement. Sections 1, 2(a), 2(c), 2(d), 2(e), 3.2, 5, 6, 7, 8, 9, 10, 11, 12 and 13 shall survive termination of this Agreement.<br>

<p> <b> 4.	Disclaimer of Warranties and Limitation of Liabilities. </b> </p>
4.1	The Simply Connect Access Software is licensed to Licensee/User on an "AS IS" basis. MD24 MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE SOFTWARE LICENSED HEREUNDER, INCLUDING WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO MERCHANT ABILITY, NONINFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE.<br>
4.2	IN NO EVENT SHALL MD24 BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT, THE SOFTWARE, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF MD24 HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE ACKNOWLEDGES THAT THIS ALLOCATION OF RISKS IS A PART OF THE BARGAIN OF THIS AGREEMENT. MD24’s total liability under this Agreement, however arising, shall not exceed five dollars.<br>

<p> <b> 5.	Indemnification </b> </p>
5.1	MD24 has no obligation to indemnify, defend or hold Licensee/User harmless from and against any claim that the Telemedicine Access Software licensed hereunder infringes any third party patent, copyright, trademark or other intellectual property right. Licensee/User will promptly notify MD24 of any such claim.
5.2	To the extent permitted by applicable law, Licensee/User will indemnify, defend and hold MD24 harmless from any and all claims, damages, losses, liabilities, costs and expenses (including reasonable fees of attorneys and other professionals) arising out of or in connection with Licensee/User's and its distributors' distribution of the Telemedicine Access Software, unless the claim arises solely out of the Simply Connect Access Software as originally provided by MD24 to Licensee. The foregoing exception will not apply to a claim arising out of the combination of the Simply Connect Access Software with any other software or hardware. MD24 will promptly notify Licensee of any such claim and will provide reasonable cooperation and assistance in connection with such claims.

<p> <b> 6.	SERVICE FEES AND PAYMENT TERMS </b> </p>
6.1	Service Fees: PAYMENT GUARANTEE POLICY. FOR TRANSACTIONS CONDUCTED THROUGH A VISIT WITH A SERVICE PROVIDER CONNECTED THROUGH THE SOFTWARE, THE LICENSEE/USER WILL BE CHARGED SEPARATELY THORUGH EITHER USER’S INSURANCE OR SELF PAY FOR THE SPECIFIC SERVICE(S).  THE MD24 WILL NOT BE RESPONSIBLE FOR THE AMOUNT CHARGED BY THE SERVICE PROVIDER(S), WHICH ARE SEPARATE ENTITIES FROM MD24. MD24 RESERVES THE RIGHT TO EARN INTEREST AND/OR OTHER COMPENSATION FROM ITS SERVICE PROVIDER BANKS OR OTHERS ARISING FROM THE PROCESSING OF PAYMENT TRANSACTIONS THAT HAVE NOT SETTLED TO USER.
6.2	REFUNDS AND ADJUSTMENTS. MD24 WILL DISCLOSE ITS RETURN/CANCELLATION POLICY ON THE MD24 WEBSITE(S). IF THERE ARE RETURNS, CANCELLATIONS OR PRICE ADJUSTMENTS IN CONNECTION WITH A PAYMENT TRANSACTION, MD24 WILL INITIATE A CREDIT TO THE USER USING THE REFUND FUNCTION OF THE SERVICE WITHIN FIVE (5) WORKING DAYS OF RECEIVING THE BUYER'S REQUEST. REFUNDS CANNOT EXCEED THE TOTAL AMOUNT OF THE PAYMENT TRANSACTION. MD24 WILL NOT TO ACCEPT CASH OR ANY OTHER CONSIDERATION FROM A USER IN EXCHANGE FOR ISSUING A REFUND TO A USER. MD24 WILL NOT TO GIVE CASH REFUNDS TO A USER IN CONNECTION WITH A PRODUCT PAID FOR WITH THE SERVICE UNLESS REQUIRED BY LAW. IF THE REFUNDS AND ADJUSTMENT IS REQUIRED FROM THE PARTNERED SERVICES (I.E. TELEMEDICINE SERVICES ITSELF), MD24 IS NOT RESPONSIBLE FOR THE SERVICE CHARGE(S).  MD24 IS ONLY RESPONSIBLE FOR THE SOFTWARE MONTHLY CHARGE CONNECTING USERS TO THE NETWORK SERVICE PROVIDERS (I.E. TELEMEDICINE, LEGAL, IT SERVICES, ETC.). 
6.3	TAXES AND OTHER CHARGES. USERS WILL PAY ANY APPLICABLE TAXES, INCLUDING SALES, USE, PERSONAL PROPERTY, VALUE-ADDED, EXCISE, CUSTOMS FEES, IMPORT DUTIES OR STAMP DUTIES OR OTHER TAXES AND DUTIES IMPOSED BY GOVERNMENTAL ENTITIES OF WHATEVER KIND AND IMPOSED WITH RESPECT TO THE TRANSACTIONS UNDER THIS AGREEMENT, INCLUDING PENALTIES AND INTEREST, BUT SPECIFICALLY EXCLUDING TAXES BASED UPON MD24’S NET INCOME. 

<p> <b> 7.	Notices </b> </p>
Any notice required under this Agreement will be deemed given: (i) when delivered personally; (ii) by facsimile; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; (iv) via electronic mail; or (v) as otherwise expressly provided in this Agreement. 
MD24 WILL ADDITIONALLY COMMUNICATE WITH USERS REGARDING THE SERVICE BY MEANS OF ELECTRONIC COMMUNICATIONS, INCLUDING:
(I) SENDING ELECTRONIC MAIL TO THE EMAIL ADDRESS SELLER PROVIDED TO MD24 DURING REGISTRATION OR
(II) POSTING OF NOTICES OR COMMUNICATIONS ON WEBSITE(S) BELONGED TO MD24. MD24 AND USER AGREE THAT MD24 MAY COMMUNICATE BY MEANS OF ELECTRONIC COMMUNICATIONS THE FOLLOWING TYPES AND CATEGORIES OF COMMUNICATIONS AND RECORDS: THIS AGREEMENT (AND REVISIONS OR AMENDMENTS), NOTICES OR DISCLOSURES REGARDING THE SERVICE, PAYMENT AUTHORIZATIONS, AND ANY OTHER MATTER RELATING TO SELLER'S USE OF THE SERVICE. USER IS RESPONSIBLE FOR PROVIDING ITS OWN HARDWARE, SOFTWARE AND ELECTRONIC ACCESS TO THE INTERNET IN ORDER TO USE THE SERVICE AND ACCESS THE ELECTRONIC COMMUNICATIONS. USER SHOULD MAINTAIN COPIES OF ELECTRONIC COMMUNICATIONS BY PRINTING A PAPER COPY OR SAVING AN ELECTRONIC COPY ON USER’S COMPUTER. ELECTRONIC COMMUNICATIONS WILL BE DEEMED RECEIVED BY USER WHEN MD24 SENDS THE ELECTRONIC COMMUNICATION TO THE EMAIL ADDRESS OF USER PROVIDED AT THE TIME OF REGISTRATION OR AS REVISED BY USER THEREAFTER IN ACCORDANCE WITH THIS AGREEMENT OR WHEN MD24 POSTS THE ELECTRONIC COMMUNICATION ON A MD24 WEBSITE. FOR THOSE CATEGORIES OF COMMUNICATIONS OR RECORDS THAT MD24 IS OTHERWISE REQUIRED UNDER APPLICABLE LAW TO PROVIDE IN A WRITTEN PAPER FORM TO USER, MD24 AND USER AGREE THAT MD24 MAY PROVIDE THE COMMUNICATIONS OR RECORDS TO SELLER BY MEANS OF ELECTRONIC COMMUNICATIONS.

<p> <b> 8.	Export </b> </p>
Licensee/User may not use or otherwise export or re-export the MD24 Simply Connect Software except as authorized by United States law and the laws of the jurisdiction in which the MD24 Simply Software was obtained. In particular, but without limitation, the MD24 Simply Connect Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the MD24 Simply Connect Software, Licensee/User represents and warrants that Licensee/User is not located in any such country or on any such list. Licensee/User also agrees that Licensee/User will not use the MD24 Simply Connect Software for any illegal purposes prohibited by United States law, including, without limitation, the illegal development, design, manufacture or production.

<p> <b> 9.	Assignment </b> </p>

This Agreement is binding on the assigns, heirs and successors (whether through merger or otherwise) of the parties, except that it may not be assigned by Licensee/User by any means, including without limitation, by operation of law or merger. Any attempted assignment of this Agreement in violation of this section voids the Agreement.

<p> <b> 10.	Relationship of the Parties </b> </p>
Neither party may represent or bind the other party in any way and nothing stated in this Agreement will be construed as creating the relationship of joint ventures, partners, employer and employee, franchisor and franchisee, master and servant, or principal and agent.

<p> <b> 11.	Publicity </b> </p>
Licensee/User agrees that it will not make any press releases or public announcements
referring to this Agreement without MD24’s prior consent.

<p> <b> 12.	Governing Law </b> </p>
This Agreement will be governed by and construed in accordance with the laws of the State of Arizona as applied to agreements entered into and to be performed entirely within Arizona between Arizona residents. Any litigation or other dispute resolution between the parties relating to this Agreement will take place in the Maricopa County, Arizona. The parties consent to the personal jurisdiction of, and venue in, the state and federal courts within Maricopa County.

<p> <b> 13.	Complete Understanding </b> </p>
This Agreement constitutes the entire Agreement between the parties concerning the use and distribution of the MD24 Simply Connect Access Software licensed hereunder. Any waiver or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties.


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